Lisa L. Carnoy
STIFEL FINANCIALAbout Lisa L. Carnoy
Independent director of Stifel Financial Corp. since 2023; age 57. Currently Chief Financial and Administrative Officer at Continental Grain, with prior senior leadership roles spanning equity and debt capital markets, M&A, and operating finance. Recognized by American Banker among the “Most Powerful Women in Finance.” MBA, Harvard Business School; BA, Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Grain | Chief Financial and Administrative Officer | 2025–present | Senior finance and administration leadership for diversified agribusiness/investment firm |
| AlixPartners | Chief Financial Officer; Head of Operations | 2018–2022 | Operational and financial transformation leadership |
| Bank of America | Division Executive, U.S. Trust; Market President, NYC; Head/Co‑Head Global Capital Markets; Head Global ECM | 2009–2017 (various roles) | Built and led capital markets franchises; NYC market leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbia University | Trustee Chair Emerita, Board of Trustees | — | University governance leadership |
| U.S. Soccer Federation | Independent Director and Treasurer (former) | — | Prior board/finance oversight role |
Board Governance
- Independence: Board determined Ms. Carnoy is independent under NYSE and SEC rules; all Audit and Risk Management Committee members are independent .
- Committees: Audit Committee (member); Risk Management Committee (member). Audit met 10 times in 2024; Risk Management met 6 times in 2024. Board designated each Audit Committee member an “audit committee financial expert” (applies to Carnoy) .
- Bank subsidiary role: Also a Director of Stifel Bancorp (bank subsidiary) .
- Attendance: In 2024, attendance by incumbent continuing directors at Board and all committee meetings on which they served exceeded 80% (company-wide disclosure). Independent directors held executive sessions quarterly in 2024 .
- Election results (2025 Annual Meeting): Votes For 87,541,983; Withhold 948,053; Broker non‑votes 9,329,994, indicating strong shareholder support for her re‑election .
- Governance guidelines: Non‑employee director stock ownership guideline of at least $400,000 market value; executive sessions; annual director elections .
Fixed Compensation (Non‑Employee Director, 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard director retainer (chairs and lead independent director receive an additional $30,000 cash; Carnoy not listed as chair/lead) |
| RSU grant (equity retainer) | $150,000 | Granted June 5, 2024; vests quarterly over one year |
| Total | $250,000 | Cash + RSUs; no meeting fees disclosed |
- Mix: Approx. 40% cash / 60% equity based on $100k cash and $150k RSUs (derived from ).
Performance Compensation
Directors do not receive performance‑based equity at SF; the annual director equity retainer is time‑vested RSUs.
| Award Type | Performance Metrics | Vesting/Delivery | Grant Timing |
|---|---|---|---|
| RSUs (director stock units) | None (time‑based; no TSR/EPS metrics) | Quarterly vesting over one year | Typically granted annually; 2024 grant on June 5, 2024 |
Other Directorships & Interlocks
| Company/Entity | Role | Tenure/Status | Notes/Interlocks |
|---|---|---|---|
| Onex Corporation (TSX: ONEX) | Director | Within past 5 years | Prior public company directorship |
| Stifel Bancorp | Director | Current | SF banking subsidiary board |
| Continental Grain | CF&AO | Current | Not a public company; note that fellow SF director Michael J. Zimmerman is Vice Chairman/Director of Continental Grain (organizational overlap) |
Potential interlock to monitor: Carnoy and Zimmerman both hold senior roles at Continental Grain while serving together on SF’s Board; both are members of the Audit Committee (Zimmerman becomes Chair as of the Annual Meeting). The Board nevertheless designates all Audit members as independent and financial experts .
Expertise & Qualifications
- Capital markets and M&A leadership, including ECM and global capital markets at Bank of America; operational/financial leadership at AlixPartners and Continental Grain .
- Audit Committee financial expert designation; risk oversight through Risk Management Committee service, including cybersecurity oversight cadence (Risk Committee holds a dedicated cybersecurity meeting annually) .
- Recognized industry leadership (American Banker “Most Powerful Women in Finance”) .
- MBA (Harvard Business School); BA (Columbia University) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of April 7, 2025) | 5,078 shares; less than 1% of outstanding shares |
| Outstanding director stock units (12/31/2024) | 1,914 RSUs not yet converted; director RSUs vest quarterly over one year |
| Shares pledged | None; company policy states directors and executive officers have pledged no shares; any new pledging requires Committee approval |
| Hedging/derivatives | Prohibited for executive officers; policy restricts margin purchases, short sales, and derivatives; directors subject to these restrictions and hold no shares in margin accounts |
| Ownership guidelines | Non‑employee directors expected to reach $400,000 market value in SF shares; individual compliance status not disclosed |
Governance Assessment
Key positives for investor confidence
- Independent director with deep capital markets and operating finance expertise; designated audit committee financial expert; active on Audit and Risk Management Committees that met 10x and 6x in 2024, respectively .
- Strong re‑election support in 2025 (87.54M For vs. 0.95M Withhold); Say‑on‑Pay also passed (85.45M For vs. 2.85M Against), indicating broad shareholder support for SF’s governance/compensation framework .
- Director pay tilted to equity (RSUs, quarterly vest), aligning incentives; anti‑hedging/pledging policies; director ownership guideline of $400,000 fosters skin‑in‑the‑game over time .
Monitoring items / potential conflicts
- Continental Grain overlap with Audit Chair Michael J. Zimmerman (Vice Chairman/Director), while both serve on SF’s Audit Committee. While the Board affirms independence, investors may monitor for any related‑party exposure or perceived influence; no specific related‑party transactions involving Carnoy are disclosed .
- Company‑wide attendance disclosure exceeds 80% but lacks individual director attendance granularity; continue to monitor engagement trends in future proxies .
Appendix: Additional Governance Context
- Board structure: 11 directors, 82% independent; independent Lead Director; executive sessions of independent directors held quarterly in 2024 .
- Risk oversight: Risk Management Committee oversees enterprise risk, capital/liquidity, and cybersecurity (dedicated annual session), with expanded charters in 2024; Audit also involved in capital adequacy and liquidity oversight updates .
- Director compensation program: Standard $100k cash + $150k stock units annually; chairs/lead independent receive $30k additional cash; RSUs vest quarterly over one year .
- Shareholder voting (2025 AGM): Carnoy re‑elected; Say‑on‑Pay approved; KPMG ratified as 2025 auditor .